Exhibit 4.79(c)


 





 


Comet Ridge
Project

TC Deed of Security


 


 


	
  Dated

  	
  9
  June 

  	
  2004

  



 


 


Tipperary Corporation (ABN 66 337 311
073) (“Chargor”)


 


ANZ Fiduciary
Services Pty Limited (ABN 91 100 709 493)
(“Security Trustee”)


 


 


 


 


Mallesons Stephen Jaques


Level 60


Governor Phillip Tower


1 Farrer Place


Sydney  
NSW   2000


Australia


T +61 2 9296 2000


F +61 2 9296 3999


DX 113 Sydney


www.mallesons.com


 

















 


Contents


 


	
  Details

  	
   

  
	
   

  	
   

  
	
  General
  terms

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  Consideration

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Charge and mortgage

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Charge

  	
   

  
	
  2.2

  	
  Mortgage

  	
   

  
	
  2.3

  	
  Chargor as trustee

  	
   

  
	
  2.4

  	
  Agreement to reassign

  	
   

  
	
  2.5

  	
  Ensure no default

  	
   

  
	
  2.6

  	
  Survival of obligations

  	
   

  
	
  2.7

  	
  Petroleum Act

  	
   

  
	
  2.8

  	
  Limited recourse

  	
   

  
	
  2.9

  	
  When
  the limit does not apply

  	
   

  
	
  2.10

  	
  Debenture

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Nature of charge

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Fixed
  and floating charge

  	
   

  
	
  3.2

  	
  Conversion to fixed charge

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Restrictions on dealing with Secured Property

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Restrictions

  	
   

  
	
  4.2

  	
  Priority agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Payments, interest and currency conversion

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  When the Chargor must pay

  	
   

  
	
  5.2

  	
  Payments

  	
   

  
	
  5.3

  	
  Interest

  	
   

  
	
  5.4

  	
  Interest capitalised

  	
   

  
	
  5.5

  	
  Obligation not affected

  	
   

  
	
  5.6

  	
  Interest following judgment

  	
   

  
	
  5.7

  	
  Currency conversion

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  General

  	
   

  
	
  6.2

  	
  Bank
  Accounts

  	
   

  
	
  6.3

  	
  Mortgaged Documents

  	
   

  
	
  6.4

  	
  Further
  assurances

  	
   

  
	
  6.5

  	
  Security Trustee may fill in blanks

  	
   

  
	
  6.6

  	
  Security Trustee may register

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Rights and powers of Security Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Authority to deal

  	
   

  
	
  7.2

  	
  Right to rectify

  	
   

  
	
  7.3

  	
  Payment of income to
  Security Trustee

  	
   

  



 


i

















 


	
  7.4

  	
  No liability to account

  	
   

  
	
  7.5

  	
  Security Trustee may give
  up possession

  	
   

  
	
  7.6

  	
  No obligation on Security
  Trustee

  	
   

  
	
  7.7

  	
  Security Trustee may rely on
  third party certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Security
  Trustee’s right to enter

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  General

  	
   

  
	
  8.2

  	
  Reasonable notice

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  Representations and warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  General

  	
   

  
	
  9.2

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Default

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Events of Default

  	
   

  
	
  10.2

  	
  Security Trustee’s powers on
  default

  	
   

  
	
  10.3

  	
  Order of enforcement

  	
   

  
	
  10.4

  	
  Crystallisation of floating charge

  	
   

  
	
  10.5

  	
  Replacement of fixed charge with
  floating charge

  	
   

  
	
  10.6

  	
  Notice to Depositee

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Appointment
  of Receiver

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Security Trustee may appoint

  	
   

  
	
  11.2

  	
  Removal

  	
   

  
	
  11.3

  	
  Appointment of new Receiver

  	
   

  
	
  11.4

  	
  Receiver is Chargor’s agent

  	
   

  
	
  11.5

  	
  Remuneration

  	
   

  
	
  11.6

  	
  Two or more Receivers

  	
   

  
	
  11.7

  	
  Exercise of powers

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Powers of
  Receiver

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  Disposal of the Secured
  Property is final

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Exclusion
  of statutory notices

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  No requirement to give notice

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Costs, charges, expenses and indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Costs

  	
   

  
	
  15.2

  	
  Scope of costs

  	
   

  
	
  15.3

  	
  Indemnity

  	
   

  
	
  15.4

  	
  Payment of third party losses

  	
   

  
	
  15.5

  	
  Currency
  indemnity

  	
   

  
	
  15.6

  	
  Acts to be done at Chargor’s
  cost

  	
   

  
	
  15.7

  	
  Exclusion

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Application
  of money

  	
   

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Application

  	
   

  



 


ii

















 


	
  16.2

  	
  Insurance proceeds

  	
   

  
	
  16.3

  	
  Order
  of payment

  	
   

  
	
  16.4

  	
  Amount to be credited

  	
   

  
	
  16.5

  	
  Contingent payments

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Release

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Preservation
  of Security Trustee’s rights

  	
   

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Rights and liabilities not affected

  	
   

  
	
  18.2

  	
  No merger with Chargor’s undertaking

  	
   

  
	
  18.3

  	
  Other Encumbrances or judgments

  	
   

  
	
  18.4

  	
  Current obligations

  	
   

  
	
  18.5

  	
  Collateral Security not affected

  	
   

  
	
  18.6

  	
  Security Trustee may retain
  documents

  	
   

  
	
  18.7

  	
  No requirement to
  resort to other Encumbrances

  	
   

  
	
  18.8

  	
  No obligation to inquire

  	
   

  
	
  18.9

  	
  Title not affected by notice

  	
   

  
	
  18.10

  	
  Liability not affected

  	
   

  
	
  18.11

  	
  Claims that payments are void

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Power of attorney

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Appointment

  	
   

  
	
  19.2

  	
  Scope of power

  	
   

  
	
  19.3

  	
  Ratification

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Priority amount

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Form

  	
   

  
	
  21.2

  	
  Delivery

  	
   

  
	
  21.3

  	
  When effective

  	
   

  
	
  21.4

  	
  Deemed receipt - postal

  	
   

  
	
  21.5

  	
  Deemed receipt - fax

  	
   

  
	
  21.6

  	
  Deemed receipt - general

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  Dealing with
  interests

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  23.1

  	
  Prompt
  performance

  	
   

  
	
  23.2

  	
  Certificates

  	
   

  
	
  23.3

  	
  Discretion
  in exercising rights

  	
   

  
	
  23.4

  	
  Partial exercising of rights

  	
   

  
	
  23.5

  	
  Waiver
  and variation

  	
   

  
	
  23.6

  	
  Supervening legislation

  	
   

  
	
  23.7

  	
  Approvals and consent

  	
   

  
	
  23.8

  	
  Set
  off

  	
   

  
	
  23.9

  	
  Remedies cumulative

  	
   

  
	
  23.10

  	
  No liability for loss

  	
   

  



 


iii

















 


	
  23.11

  	
  Conflict of interest

  	
   

  
	
  23.12

  	
  Security Trustee or
  Receiver in possession

  	
   

  
	
  23.13

  	
  Continuing security

  	
   

  
	
  23.14

  	
  Indemnities

  	
   

  
	
  23.15

  	
  Inconsistent law

  	
   

  
	
  23.16

  	
  Superannuation legislation

  	
   

  
	
  23.17

  	
  Time of the essence

  	
   

  
	
  23.18

  	
  Confidentiality

  	
   

  
	
  23.19

  	
  Each
  signatory bound

  	
   

  
	
  23.20

  	
  Receipts

  	
   

  
	
  23.21

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  24

  	
  Governing law, jurisdiction and service of process

  	
   

  
	
   

  	
   

  	
   

  
	
  24.1

  	
  Governing law

  	
   

  
	
  24.2

  	
  Serving documents

  	
   

  
	
  24.3

  	
  Appointment of Process Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  25

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  25.1

  	
  Definitions

  	
   

  
	
  25.2

  	
  Interpretation

  	
   

  
	
  25.3

  	
  Headings

  	
   

  
	
  25.4

  	
  Cross-referred definitions

  	
   

  
	
  25.5

  	
  Payment of all the
  Secured Money

  	
   

  
	
  25.6

  	
  Capacity of Security
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1 - Collateral Security

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2 - (Clause 6.2) Notice of
  assignment - Bank Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 3 - (Clause 6.4) Notice of
  Assignment - Mortgaged Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  Signing page

  	
   

  



 


iv

















 


Comet
Ridge Project

TC Deed of Security


Details


 


 


Interpretation
- definitions are at the end of the General terms


 


	
  Parties

  	
   

  	
  Chargor and Security Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chargor

  	
   

  	
  Name

  	
   

  	
  Tipperary Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  66 337 311 073

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  633 17th Street, Suite 1550, Denver, Colorado

  80202

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 303 293 9379

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1 303 292 3428

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  David L Bradshaw

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security Trustee

  	
   

  	
  Name

  	
   

  	
  ANZ Fiduciary Services Pty Limited

  
	
   

  	
   

  	
  ABN

  	
   

  	
  ABN 91 100 709 493

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 17, 530 Collins Street, Melbourne,

  Victoria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +613 9273 2604

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +613 9273 3670

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Security Trustee - Tipperary Project

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Governing law

  	
   

  	
  Queensland

  
	
   

  	
   

  	
   

  
	
  Date of deed

  	
   

  	
  See Signing page

  



 


1

















 


General terms


 


1                                          Consideration


 


The Chargor acknowledges giving this charge and mortgage and
incurring obligations and giving rights under this deed for valuable
consideration received from the Security Trustee and the Security
Beneficiaries.


 


2                                          Charge and mortgage


 


2.1                                Charge


 


Subject to clause 2.7 (“Petroleum Act”), the Chargor charges all of the
Secured Property to the Security Trustee as security for payment of the Secured
Money.


 


2.2                                Mortgage


 


Subject to clause 2.7 (“Petroleum Act”), the Chargor assigns all
of the Mortgaged Property to the Security Trustee by way of legal mortgage as
security for payment of the Secured Money.


 


2.3                                Chargor as trustee


 


The Chargor charges and assigns by way of legal mortgage the Secured
Property as beneficial owner unless the Chargor is a trustee or holds any
property on trust (whether express, implied, constructive, by operation of law
or otherwise). In that case, the Chargor charges and assigns by way of legal
mortgage:


 


(a)                                   the Secured Property
comprising the trust fund of the trust or which it holds on trust (whether
express, implied, constructive, by operation of law or otherwise) as trustee;
and


 


(b)                                  the balance of the Secured
Property as beneficial owner.


 


2.4                                Agreement to reassign


 


The Security Trustee agrees to reassign all of the Mortgaged Property
to the Chargor at the request of the Chargor on payment of all of the Secured
Money including Secured Money falling within paragraph (d) of the definition of
Secured Money.


 


2.5                                Ensure no default


 


The Chargor agrees to ensure that there is no Event of Default or
Potential Event of Default.


 


2

















 


2.6                                Survival of obligations


 


The Chargor’s obligations under this charge and mortgage continue even
if the Security Trustee releases the Secured Property from this charge and
mortgage or re-assigns the Mortgaged Property.


 


2.7                                Petroleum Act


 


(a)                                   Despite clauses 2.1 (“Charge”)
and 2.2 (“Mortgage”), if by virtue of the Petroleum Act the interest of the
Chargor in a Project Production Lease or Project Pipeline Licence cannot be
charged or mortgaged without the prior consent or approval of a Governmental
Agency or a Minister in right of the Crown, the Chargor agrees to charge and
assign by way of legal mortgage its interest in that Project Production Lease
or Project Pipeline Licence to the Security Trustee as security for the payment
of the Secured Money, when the consent or approval of that Governmental Agency
or Minister in right of the Crown is obtained.


 


(b)                                  The Chargor must use all
reasonable endeavours to obtain all such consents and approvals as soon as
possible.


 


2.8                                Limited recourse


 


The Chargor’s liability to pay any amount under this charge and
mortgage, may be discharged from, and the recourse of the Security Trustee in
respect of that liability is limited to, only the Secured Property.


 


This applies despite anything else in this charge and mortgage but
subject to the rest of this clause 2.8 and clause 2.9 (“When the limit does not
apply”).


 


The Security Trustee may:


 


(a)                                   do anything
necessary to enforce its rights in connection with the Secured Property; and


 


(b)                                  take proceedings to
obtain:


 


(i)                                      an injunction or
other order to restrain any breach of the Finance Documents by the Chargor; or


 


(ii)                                   declaratory relief
or other similar judgment or order as to the obligations of the Chargor under
the Finance Documents.


 


However, the
Security Trustee may not seek to recover any shortfall in the amounts owing to
it under this charge and mortgage by bringing proceedings against the Chargor
or applying to have it wound up.


 


2.9                                When the limit does not apply


 


The Security Trustee may take action against the Chargor personally for
all amounts payable by it under this charge and mortgage in the event of:


 


(a)                                   the Chargor’s fraud, gross
negligence or wilful misconduct in connection with the Finance Documents; or


 


3

















 


(b)                                  (i)                                      a
representation or warranty by or on behalf of the Chargor under the Finance
Documents being found to have been incorrect or misleading when made or taken
to be made; or


 


(iii)                                the Chargor’s failure to
comply with its obligations (other than an obligation to pay money) under the
Finance Documents,


 


where
the Security Trustee or a Security Beneficiary determines that the circumstance
was a material factor in the determination by it or a Security Beneficiary to
give an instruction to the Agent to act under clause 21.2 of the Project
Facilities Agreement.


 


2.10                         Debenture


 


The Chargor acknowledges and agrees that this charge and mortgage is a
debenture which secures payment to the Security Trustee of:


 


(a)                                   the Secured Money; and


 


(b)                                  without limiting the
definition of “Secured Money” or paragraph (a), an indebtedness of $10 owed by
the Chargor to the Security Trustee.


 


The Chargor undertakes to pay the indebtedness described in paragraph
(b) to the Security Trustee on demand.


 


3                                          Nature of charge


 


3.1                                Fixed and floating charge


 


This charge is:


 


(a)                                   a fixed charge on all present
and future:


 


(i)                                      Secured Property other than
gas extracted from the Project Area; and


 


(ii)                                   any other property if clauses
3.2 (“Conversion to fixed charge”) or 10.4 (“Crystallisation of floating
charge”) say the charge is to be fixed over the property; and


 


(b)                                  a floating charge on the
Secured Property over which the charge is not fixed.


 


3.2                                Conversion to fixed charge


 


By notice given at any time to the Chargor whilst an Event of Default
subsists, the Security Trustee may convert the floating charge to a fixed
charge in relation to the Secured Property specified in the notice.


 


4

















 


4                                          Restrictions on dealing with Secured Property


 


4.1                                Restrictions


 


Without the consent of the Security Trustee, the Chargor may not, and
may not agree, purport, attempt or take any step, to do any of the following
except to the extent expressly permitted by the Project Facilities Agreement
(provided it is not otherwise prohibited by the Project Facilities Agreement
and will not otherwise give rise to a breach of the Project Facilities
Agreement, a Potential Event of Default or an Event of Default):


 


(a)                                   in respect of the Secured
Property over which this charge is fixed or the Mortgaged Property:


 


(i)                                      sell or dispose of  it;
or


 


(ii)                                   lease or license it, or deal
with any existing lease or licence (including allowing a surrender or
variation); or


 


(iii)                                part with possession of it; or


 


(iv)                               allow a set-off or combination
of accounts; or


 


(v)                                  change its nature; or


 


(vi)                               waive any of the Chargor’s
rights or release any person from its obligations in connection with it; or


 


(vii)                            deal in any other way with it
or any interest in it, or allow any interest in it to arise or be varied; or


 


(b)                                  cause or permit a Mortgaged
Document to be varied, repudiated, rescinded or terminated or rendered void,
voidable or unenforceable; or


 


(c)                                   abandon, settle, compromise or
discontinue or become nonsuited in respect of proceedings against any person
(other than the Security Trustee) in connection with the Secured Property
(including a Third Party); or


 


(d)                                  cause or permit the operating
procedures of the Bank Accounts to be varied, repudiated, rescinded, terminated
or rendered void, voidable or unenforceable; or


 


(e)                                   create or allow to exist
another Encumbrance in connection with the Secured Property, other than any
Permitted Encumbrances; or


 


(f)                                     dispose of, deal with or part
with possession of any interest in the Secured Property which is not Mortgaged
Property, over which this charge is floating except in the ordinary course of
its business; or


 


(g)                                  deal in any way with this
charge and mortgage or any interest within it, or allow any interest in it to
arise or be varied.


 


5

















 


4.2                                Priority agreement


 


If the Chargor creates or allows to exist an Encumbrance other than a
Permitted Encumbrance over the Secured Property or agrees, proposes to or takes
any step to do so without the consent of the Security Trustee, then, despite
anything contained in this deed, any Collateral Security or any Transaction
Document:


 


(a)                                   the Chargor must immediately
procure that; and


 


(b)                                  the Security Trustee and the
Secured Beneficiaries need not provide any further accommodation under the
Finance Documents until the Chargor procures that,


 


a priority agreement is entered into between the persons and in a form
acceptable to the Security Trustee.  The
Security Trustee’s and Security Beneficiaries’ other rights which arise if the
Chargor so creates or allows to exist an Encumbrance are not affected by this
clause.


 


5                                          Payments, interest and currency conversion


 


5.1                                When the Chargor must pay


 


The Chargor agrees to pay the Secured Money in accordance with the
terms of any agreement in writing to do so between the Chargor and the Security
Trustee.  However, if either:


 


(a)                                   there is no such agreement; or


 


(b)                                  an Event of Default has
occurred,


 


the Chargor agrees to pay the Security
Trustee on demand that part of the Secured Money specified in the demand.


 


5.2                                Payments


 


The Chargor agrees to make payments under this deed:


 


(a)                                   in full without set-off or
counterclaim, and without deduction in respect of Taxes unless prohibited by
law; and


 


(b)                                  if the payment relates to the
Secured Money, in the currency in which the payment is due, and otherwise in
Australian dollars in immediately available funds.


 


5.3                                Interest


 


If the Chargor need not otherwise pay interest on the Secured Money,
then the Chargor agrees to pay interest on the Secured Money from when it
becomes due for payment, during the period that it remains unpaid, on demand or
at times determined by the Security Trustee, calculated on daily balances.  The rate to be applied to each daily balance
of the Secured Money is 4% per annum above the 60 day Bank Bill Swap Reference
Rate last published on or before that day in The Australian Financial Review
(or if no such rate is published, another rate set by the Security Trustee in
good faith).


 


6

















 


5.4                                Interest capitalised


 


Interest payable under clause 5.3 (“Interest”) which is not paid when
due for payment may be capitalised by the Security Trustee at intervals which
the Security Trustee determines from time to time or if no determination is
made, then on the first day of each month. 
Interest is payable on capitalised interest at the rate and in the
manner referred to in clause 5.3 (“Interest”).


 


5.5                                Obligation not affected


 


The Chargor’s obligation to pay the Secured Money on the date it
becomes due for payment is not affected by clauses 5.3 (“Interest”) and 5.4
(“Interest capitalised”).


 


5.6                                Interest following judgment


 


If a liability of the Chargor under this deed becomes merged in a
judgment or order, then the Chargor agrees to pay interest to the Security
Trustee on the amount of that liability as an independent obligation.  This interest accrues from the date the
liability becomes due for payment both before and after the judgment or order
until it is paid, at a rate that is the higher of the rate payable under the
judgment or order and the rate referred to in clause 5.3 (“Interest”).


 


5.7                                Currency conversion


 


The Chargor waives any right it has in any jurisdiction to pay an
amount other than in the currency in which it is due.  However, if the Security Trustee receives payment in a currency
other than that in which it is due:


 


(a)                                   the Security Trustee may
convert the amount received into the due currency on the day and at such rates
(including spot rate, same day value rate or value tomorrow rate) as the
Security Trustee reasonably considers appropriate.  It may deduct its usual Costs in connection with the conversion;
and


 


(b)                                  the Chargor satisfies its
obligation to pay in the due currency only to the extent of the amount of the
due currency purchased after deducting the Costs of conversion.


 


The Chargor acknowledges that it may be
necessary for the Security Trustee to convert amounts received through a
currency other than the due currency.


 


6                                          Covenants


 


6.1                                General


 


The Chargor agrees to comply with all of its obligations under the
Finance Documents in accordance with their terms.


 


6.2                                Bank Accounts


 


The Chargor agrees, unless the Security Trustee otherwise agrees:


 


(a)                                   to execute and deliver to the
Account Bank immediately after executing this deed and upon each occasion upon
which a new


 


7

















 


Account Bank is appointed a notice in the
form set out in schedule 2 (or such other form as agreed by the Security
Trustee); and


 


(b)                                  agrees to procure that the
Account Bank delivers as soon as practicable to the Security Trustee a copy of
that notice with the endorsement signed on behalf of the Account Bank (and in
any event within seven days of giving the notice to the Account Bank).


 


6.3                                Mortgaged Documents


 


The Chargor must:


 


(a)                                   at the request of the Security
Trustee, procure the Third Party to any document, obligation or arrangement
which the Security Trustee determines is material to enter into a tripartite
agreement with the Security Trustee and the Chargor on such terms as the
Security Trustee reasonably requires; and


 


(b)                                  upon the reasonable request of
the Security Trustee in respect of any Mortgaged Document entered into after
the date of this deed, give notice to each Third Party of this charge and
mortgage in respect of the Mortgaged Document, such notice to be in
substantially the form of schedule 3 (or such other form as reasonably required
by the Security Trustee); and


 


(c)                                   agrees to procure that the
Third Party delivers as soon as practicable to the Security Trustee a copy of
that notice with the endorsement signed on behalf of the Third Party; and


 


(d)                                  Paragraph (a) does not limit
paragraph (b) and vice versa.


 


6.4                                Further assurances


 


The Chargor agrees at its own expense to:


 


(a)                                   execute in favour of the
Security Trustee, or as the Security Trustee directs, and in form stipulated by
the Security Trustee, further documents, including Encumbrances; and


 


(b)                                  do any other things the
Security Trustee stipulates,


 


in order to:


 


(i)                                      provide more effective
security to the Security Trustee and each Security Beneficiary over the Secured
Property for the payment of the Secured Money; or


 


(ii)                                   enable the Security Trustee
and each Security Beneficiary to exercise its rights in connection with the
Secured Property; or


 


(iii)                                enable the Security Trustee to
register this charge and mortgage with the priority required by the Security
Trustee; or


 


8

















 


(iv)                               enable the Security Trustee to
obtain the consent to this charge and mortgage of any Third Party or of any
other person; or


 


(v)                                  facilitate the realisation of
any of the Secured Property; or


 


(vi)                               enable the Security Trustee to
register the power of attorney in clause 19 (“Power of attorney”) or a similar
power; or


 


(vii)                            show whether the Chargor is
complying with this charge and mortgage.


 


6.5                                Security Trustee may fill in blanks


 


The Security Trustee or an Authorised Officer of the Security Trustee
may fill in any blanks in this deed and complete in favour of the Security
Trustee or anyone purchasing under the powers given by this deed any instrument
executed by or on behalf of the Chargor in blank and deposited with the
Security Trustee in connection with this deed (such as Corporations Act forms
or transfers for the Secured Property).


 


6.6                                Security Trustee may register


 


The Security Trustee may register this deed at the Chargor’s expense as
a charge and mortgage on any appropriate register and the Chargor agrees to
obtain all requisite consents under any Encumbrance over property of the
Chargor created prior to this deed.  The
Chargor agrees to procure execution of all documents required by the Security
Trustee which are necessary to register this deed.


 


7                                          Rights and powers of Security Trustee


 


7.1                                Authority to deal


 


The Security Trustee may assign or otherwise deal with its rights under
this charge and mortgage in any way it considers appropriate.  If the Security Trustee does this, the
Chargor may not claim against any assignee (or any other person who has an
interest in this charge and mortgage) any right of set-off or other rights the
Chargor has against the Security Trustee.


 


7.2                                Right to rectify


 


The Security Trustee may do anything which should have been done by the
Chargor under this deed or the Transaction Documents but which has not been
done or which the Security Trustee considers has not been done properly.  If the Security Trustee does so, the Chargor
agrees to pay the Security Trustee’s Costs on demand.


 


7.3                                Payment of
income to Security Trustee


 


The Chargor agrees to ensure that rent and other income in respect of
the Secured Property are paid to the Security Trustee on request from the
Security Trustee (which requests may only be made while the Security Trustee
reasonably believes that a Review Event, an Event of Default or


 


9

















 


Potential Event of Default may be subsisting).  If, despite this, they are paid to the
Chargor, the Chargor agrees to pay them to the Security Trustee.  In each case, the Security Trustee agrees to
use the money it receives as set out in clause 16 (“Application of money”).


 


7.4                                No liability to account


 


If either the Security Trustee or a Receiver exercises its rights under
this deed, exercises its rights conferred by law or takes possession of the
Secured Property, then neither of them is liable to account as mortgagee in
possession.


 


7.5                                Security
Trustee may give up possession


 


The Security Trustee may give up possession of the Secured Property at
any time.


 


7.6                                No obligation
on Security Trustee


 


The Security Trustee need not:


 


(a)                                   do anything to obtain payment
of any income in respect of the Secured Property; or


 


(b)                                  exercise rights in respect of
the Secured Property; or


 


(c)                                   sell the Secured Property; or


 


even if it has reason to believe that the value of the Secured Property
may fall.  The Security Trustee is not
responsible for loss as a result of such a failure to act or delay in so
acting.


 


7.7                                Security
Trustee may rely on third
party certificates


 


The Security Trustee may rely on a certificate from any other person
with an Encumbrance in connection with the Secured Property as to the amount
that is owed to that other person.


 


8                                          Security
Trustee’s right to enter


 


8.1                                General


 


The Security Trustee or a person authorised by the Security Trustee may
enter at all reasonable times (at any time while the Security Trustee
reasonably believes that a Potential Event of Default, Event of Default or
Review Event may be subsisting) on land or buildings owned or occupied by the
Chargor, any place where the Secured Property is located or the place of business
or registered officer of the Chargor to:


 


(a)                                   inspect the condition of the
Secured Property; or


 


(b)                                  determine whether the terms of
this deed or the Transaction Documents are being complied with; or


 


(c)                                   carry out the Security
Trustee’s rights under this deed; or


 


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(d)                                  inspect and take copies of
records relating to the Chargor or the Secured Property; or


 


(e)                                   investigate the affairs,
business or financial position of the Chargor or its Subsidiaries; or


 


(f)                                     exercise the rights of the
Security Trustee under clause 7.2 (“Right to rectify”).


 


The Chargor also agrees to obtain for the
Security Trustee for these purposes the right to enter land and buildings owned
or occupied by the Chargor’s Subsidiaries, any place of business of its
Subsidiaries, any place where any of its Subsidiaries’ property is located or
the registered office of any of its Subsidiaries.


 


8.2                                Reasonable notice


 


While the Security Trustee does not reasonably believe that a Potential
Event of Default, Event of Default or Review Event may be subsisting, it agrees
to give the Chargor reasonable notice of entry. The Chargor agrees to help the
person authorised to enter including, obtaining any necessary consent.


 


9                                          Representations and warranties


 


9.1                                General


 


The Chargor gives and repeats the representations and warranties in the
Finance Documents, to the Security Trustee, at the same time as it gives or
repeats them in the Finance Documents.


 


9.2                                Reliance


 


The Chargor acknowledges that the Security
Trustee and the Security Beneficiaries have entered or are entering into the
Finance Documents in reliance on the representations and warranties in this
clause 9.


 


10                                   Default


 


10.1                         Events of Default


 


It is an Event
of Default if an “event of default” as defined in the Project Facilities
Agreement or another Finance Document occurs.


 


10.2                         Security Trustee’s powers on default


 


After an Event of Default occurs, the Security Trustee may do one or
more of the following in addition to anything else the law or other provisions
of this deed allows the Security Trustee to do as chargee or mortgagee:


 


(a)                                   sue the Chargor for the
Secured Money; and


 


(b)                                  appoint one or more Receivers;
and


 


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(c)                                   do anything that a Receiver
could do under clause 12 (“Powers of Receiver”).


 


10.3                         Order of enforcement


 


The Security Trustee may enforce this charge and mortgage before it
enforces other rights or remedies:


 


(a)                                   against any other person; or


 


(b)                                  under another document, such
as another Encumbrance.


 


If the
Security Trustee has more than one Encumbrance, it may enforce them in any
order it chooses.


 


10.4                         Crystallisation of floating charge


 


If the charge created by the Chargor under this deed has not otherwise
taken effect as a fixed charge under clause 3.2 (“Conversion to fixed charge”)
or by operation of law, it takes effect as a fixed charge automatically and
immediately:


 


(a)                                   over all of the Secured
Property if:


 


(i)                                      the Chargor or any of its
Subsidiaries is or becomes Insolvent; or


 


(ii)                                   a controller (as defined in
the Corporations Act) is appointed in respect of any part of the property of
the Chargor or its Subsidiaries; or


 


(b)                                  over any Secured Property
affected if:


 


(i)                                      the Chargor breaches clause 4
(“Restrictions on dealing with Secured Property”); or


 


(ii)                                   distress is levied or a
judgment order or Encumbrance is enforced, becomes enforceable or would become
enforceable by the giving of notice or following lapse of time or fulfilment of
a condition; or


 


(iii)                                the Chargor creates or allows
to exist an Encumbrance over any of the Secured Property or an Encumbrance
comes into existence over any of the Secured Property, other than in accordance
with the deed; or


 


(iv)                               any person takes any step, or
attempts or agrees to do any thing, which may result in Taxes, or an amount
owing to an authority, ranking ahead of the floating charge (including issuing
a notice or direction that has the effect of giving an authority a preference,
priority or advantage over creditors),


 


in respect of that Secured Property;


 


12

















 


(c)                                   if an Event of Default occurs
and the charge under this deed has not already become a fixed charge over the
Secured Property, on receipt by the Chargor of a notice from the Security
Trustee to that effect; or


 


(d)                                  if the law provides that the
charge becomes fixed.


 


10.5                         Replacement of fixed charge with floating charge


 


At any time after the charge under this deed has taken effect as a
fixed charge over Secured Property, the Security Trustee may give a notice to
the Chargor stating that, from the effective date specified in the notice, the
Secured Property specified in the notice is released from a fixed charge and is
then again subject to a floating charge. 
Secured Property can become subject to a floating or a fixed charge
under this clause and clauses 3.2 (“Conversion to fixed charge”) and 10.4
(“Crystallisation of floating charge”) any number of times.


 


10.6                         Notice to Depositee


 


After an Event of Default, the Security Trustee may give notice to the
Depositee that the Security Trustee may operate the Bank Accounts in accordance
with clause 12.2(z) (“Powers of a Receiver”). 
If this notice is given, the Chargor agrees that the Depositee:


 


(a)                                   need not enquire whether the
Security Trustee is in fact entitled to give such a notice; and


 


(b)                                  is directed by the Chargor to
act in accordance with the notice without reference to the Chargor.


 


The Chargor acknowledges that the direction in paragraph (b) cannot be
revoked or varied by the Chargor except with the consent of the Security
Trustee.


 


11                                   Appointment of Receiver


 


11.1                         Security Trustee may appoint


 


In addition to its powers under clause 10.2 (“Security Trustee’s powers
on default”), the Security Trustee may appoint one or more Receivers:


 


(a)                                   to all or any part of the
Secured Property (or its income):


 


(i)                                      at any time after an Event of
Default has occurred; or


 


(ii)                                   after receiving a request to
do so by the directors of the Chargor; or


 


(b)                                  to any part of the Secured
Property or its income over which this charge becomes fixed under clause
10.4(b)(iv).


 


11.2                         Removal


 


The Security Trustee may remove a Receiver.


 


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11.3                         Appointment
of new Receiver


 


If a Receiver is removed, retires or dies, then the Security Trustee
may appoint a new Receiver.  The
Security Trustee may also appoint new or additional Receivers.


 


11.4                         Receiver is Chargor’s agent


 


A Receiver is the agent of the Chargor in respect of the Secured
Property of which the Receiver has been appointed unless the Security Trustee
notifies the Chargor that the Receiver is to act as the agent of the Security
Trustee.  The Chargor is solely
responsible for anything done or not done by the Receiver, and for the
Receiver’s remuneration and Costs.


 


11.5                         Remuneration


 


The Security Trustee may fix the remuneration of a Receiver at an
amount or rate of commission agreed between the Security Trustee and the
Receiver or, in the absence of agreement, at an amount or rate determined by the
Security Trustee.


 


11.6                         Two or more Receivers


 


If two or more persons are appointed as Receiver to the same part of
the Secured Property, then the Security Trustee may provide that their rights,
powers and remedies vest in them jointly and severally, or jointly.


 


11.7                         Exercise of powers


 


The power to appoint a receiver or receiver and manager under this deed
may be exercised whether or not a Receiver has already been appointed over part
of it.


 


12                                   Powers of Receiver


 


In addition to powers conferred by other provisions of this deed, by
statute or by the terms of appointment, the Receiver may do one or more of the
following unless they are specifically excluded by the terms of appointment, at
the time, in the manner and on terms (in addition to any terms expressly
specified below) which the Receiver thinks fit (and the Security Trustee may
vary these powers at any time by notice given to the Chargor and the Receiver):


 


(a)                                   enter, take or give up
possession of, have access to and make use of the Secured Property as often as
the Receiver deems expedient;


 


(b)                                  receive rents and profits
derived from the Secured Property;


 


(c)                                   exercise the rights, powers
and remedies of the Chargor over, in connection with or comprising part of the
Secured Property;


 


(d)                                  manage the Secured Property;


 


14

















 


(e)                                   carry on any business or
pursuit within the powers of the Chargor and perform any obligation of the
Chargor in respect of the Secured Property;


 


(f)                                     subject to obligations imposed
by law, sell or agree to sell the Secured Property on any terms including the
following:


 


(i)                                      the sale may take place
whether or not the Receiver has taken possession of the Secured Property;


 


(ii)                                   the sale may be by public
auction, private treaty or by tender;


 


(iii)                                the sale may be in one lot or
in parcels, and with or without special provisions about title, or time, or
mode of payment of purchase money, or otherwise;


 


(iv)                               fixtures may be severed and
sold apart from any real property;


 


(v)                                  allow the purchase money to
remain secured by a mortgage or charge of the property sold, or secured by
other security, or without security, and on any other terms, without being
responsible for any resultant loss;


 


(vi)                               enter into, rescind or vary a
contract for sale, and resell without being responsible for loss, and execute
assurances of that Secured Property in the name and on behalf of the Chargor or
otherwise;


 


(vii)                            do anything to complete any
sale which the Receiver considers desirable, and set aside from the proceeds of
sale the amount which the Receiver considers desirable to meet future claims
until the possibility of claims being made is ended;


 


(g)                                  obtain the benefit of any
agreement entered into by the Chargor (including by specific performance),
whether or not the agreement is entered into in the exercise of the rights,
powers and remedies conferred by this deed;


 


(h)                                  institute, conduct, defend,
submit to arbitration, settle, compromise or defer in the name of the Chargor
or otherwise on any terms, any proceeding, claim, question or dispute in
connection with the Secured Property or this deed and execute releases or other
discharges in connection with them;


 


(i)                                      call and get in Capital of the
Chargor;


 


(j)                                      delegate the Receiver’s powers
including this power of delegation to any person for any period;


 


(k)                                   pull down, rebuild, erect,
alter, improve, subdivide, provide services to, insure, and maintain the
Secured Property;


 


15

















 


(l)                                      lease or license, end, renew, surrender,
or accept the surrender of a lease or licence of, the Secured Property, and
compromise with or make concessions to tenants, lessees or licensees, or agree
to do any of these things, for any period and on any terms;


 


(m)                                give a person an option to
purchase, lease or license the Secured Property on any terms, and give, create,
release or vary easements, profits à prendre or restrictions relating to the
Secured Property;


 


(n)                                  surrender or transfer the
Secured Property to any person;


 


(o)                                  exchange the Secured Property
with a person for an interest in other property of any tenure (with or without
giving or receiving other consideration). 
The property so acquired may be dealt with by the Receiver as if it were
part of the Secured Property and the Receiver may grant an Encumbrance over
that property for the payment of the Secured Money;


 


(p)                                  remove personal property from
the Secured Property and store that property in the name of the Chargor without
liability for loss or damage suffered by the Chargor;


 


(q)                                  do anything which should have
been done by the Chargor under this deed or the Transaction Documents but which
has not been done or which the Receiver considers has not been done properly;


 


(r)                                     borrow or raise from the
Security Trustee or from another person, in the name and on behalf of the
Chargor or otherwise, money required from time to time for any of the purposes
mentioned in this clause 12 and do any ancillary act (including draw, accept or
endorse bills of exchange).  Any person
(including a Security Beneficiary) providing accommodation to the Receiver need
not enquire about the necessity or propriety of a borrowing or raising and is
not responsible for the misapplication or non-application of money borrowed or
raised;


 


(s)                                   exercise all powers (including
the powers of the directors of the Chargor) in connection with the transfer of
shares held by any person in the Chargor;


 


(t)                                     secure money borrowed or
raised by Encumbrance over the Secured Property so that the Encumbrance ranks
in priority to, equally with, or after this deed;


 


(u)                                  employ or engage persons
(including employees of the Receiver and consultants and professional advisers)
in connection with the powers conferred on the Receiver by this clause 12;


 


(v)                                  do or cause to be done
anything to protect the priority of this deed, to protect the Chargor’s or the
Security Trustee’s estate or interest in the Secured Property, to enforce this
deed, to recover the Secured Money or to protect or enhance the Secured
Property;


 


(w)                                expend money or incur liabilities
in exercising the powers conferred on the Receiver by this clause 12;


 


16

















 


(x)                                    obtain registration of the
Secured Property in the Security Trustee’s or its nominee’s name;


 


(y)                                  accept the surrender of any
rights by a Third Party to a Mortgaged Document and compromise with or make
concessions to Third Parties, or agree to do any of these things for any period
and on any terms; and


 


(z)                                    operate the Bank Accounts by
the signature only of an Authorised Officer of or other person nominated by the
Security Trustee without any requirement for a signature by or for the Chargor;
and


 


(aa)                             negotiate with the Depositee
and do all things necessary or desirable to obtain immediate repayment or
realisation of the Bank Accounts and Authorised Investments without being
responsible for any resultant loss; and


 


(bb)                           sell, factor or discount or
agree to do any of them in respect of the Bank Accounts and Authorised
Investments on any terms and do anything necessary or desirable to complete any
sale, factoring or discounting which the Security Trustee considers desirable;
and


 


(cc)                             exercise all rights in
connection with the Bank Accounts; and


 


(dd)                           do anything else the law
allows an owner or a Receiver of Secured Property to do, including improving,
selling or leasing it.


 


13                                   Disposal of
the Secured Property is final


 


The Chargor agrees that if the Security Trustee or a Receiver sells or
otherwise disposes of the Secured Property:


 


(a)                                   the Chargor will not challenge
the acquirer’s right to acquire the Secured Property (including on the ground
that the Security Trustee or the Receiver was not entitled to dispose of the
Secured Property or that the Chargor did not receive notice of the intended
disposal) and the Chargor will not seek to reclaim that property; and


 


(b)                                  the person who acquires the
Secured Property need not check whether the Security Trustee or the Receiver
has the right to dispose of the Secured Property or whether the Security
Trustee or the Receiver exercises that right properly.


 


14                                   Exclusion of statutory notices


 


14.1                         No requirement to give notice


 


The Security Trustee or a Receiver need not give notice or a demand to
the Chargor or allow time to elapse before exercising a right, power or remedy
under this deed or conferred by law, unless notice or demand or a lapse of time
is required by the terms of this deed or by a law which cannot be
excluded.  If the law requires that a
period of notice must be given or a lapse


 


17

















 


of time must occur or be permitted before a right, power or remedy
under this deed or conferred by law may be exercised, then:


 


(a)                                   when a period of notice or
lapse of time is mandatory, that period of notice must be given or that lapse
of time must occur or be permitted by the Security Trustee or a Receiver; or


 


(b)                                  when the law provides that a
period of notice or lapse of time may be stipulated or fixed by this deed, one
day is stipulated and fixed as that period of notice or lapse of time and,
without limitation, where applicable, one day is stipulated and fixed as the
period of notice or lapse of time during which:


 


(i)                                      default must continue before a
notice is given or requirement otherwise made for payment of the Secured Money
or the observance of obligations under this deed; and


 


(ii)                                   a notice or requirement for
payment of the Secured Money or the observance of obligations under this deed
must remain not complied with before the Security Trustee’s or a Receiver’s
rights, powers or remedies may be exercised.


 


15                                   Costs, charges, expenses and indemnities


 


15.1                         Costs


 


The Chargor agrees to pay or reimburse the Security Trustee on demand
for:


 


(a)                                   the reasonable Costs of the
Security Trustee and the Security Beneficiaries in connection with:


 


(i)                                      the negotiation, preparation,
execution and registration of, and payment of Taxes on, this deed; and


 


(ii)                                   the general on-going
administration of this charge and mortgage (including giving and considering
consents, waivers, variations, discharges and releases and producing title
documents); and


 


(b)                                  the Security Trustee’s, the
Security Beneficiaries’ and any Receiver’s Costs in otherwise acting in
connection with this deed, such as enforcing or preserving rights (or
considering doing so), or doing anything in connection with any enquiry by an
authority involving the Chargor or any of its Related Entities; and


 


(c)                                   the Taxes and fees (including
registration fees) and fines and penalties in respect of fees, which may be
payable or determined to be payable in connection with this deed or a payment
or receipt or any other transaction contemplated by this deed,


 


including in each case, legal costs and expenses on a full indemnity
basis or solicitor and own client basis, whichever is the higher and the
reimbursement of the costs of the employees of the Security Trustee for time in
attendance.


 


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15.2                         Scope of costs


 


The Chargor agrees that the Costs referred to in clauses 15.1(a) and
15.1(b) include those payable to:


 


(a)                                   any independent consultant or
other person appointed to evaluate any matter of concern;


 


(b)                                  any agent of the Security
Trustee or a Security Beneficiary, any Receiver or other controller (as defined
in the Corporations Act) or any attorney appointed under this deed; and


 


(c)                                   in the case of the Security
Trustee and the Security Beneficiaries, their administration costs in
connection with any event referred to in clauses 15.1(a) and 15.1(b).


 


15.3                         Indemnity


 


The Chargor indemnifies the Security Trustee and each Security
Beneficiary against any liability or loss arising from, and any Costs incurred
in connection with:


 


(a)                                   the payment, omission to make
payment or delay in making payment by it of an amount referred to in clause
15.1 (“Costs”); or


 


(b)                                  an Event of Default; or


 


(c)                                   any person exercising, or
attempting to exercise, a right or remedy in connection with this charge and
mortgage; or


 


(d)                                  any indemnity the Security
Trustee gives a controller (as defined in the Corporations Act) or
administrator of the Chargor; or


 


(e)                                   the Secured Property or this
deed (including actions, proceedings, costs, claims and demands in connection
with the Secured Property or this deed),


 


including in each case, legal costs and expenses on a full indemnity
basis or solicitor and own client basis, whichever is the higher.


 


The Chargor agrees to pay amounts due under this indemnity on demand
from the Security Trustee.


 


15.4                         Payment of third party losses


 


The Chargor agrees to pay the Security Trustee on demand an amount
equal to any liability or loss and any Costs of the kind referred to in clause
15.3 (“Indemnity”) suffered or incurred by:


 


(a)                                   any Receiver or an attorney
appointed under this deed; or


 


(b)                                  any of the Security Trustee’s
employees, officers, agents, or contractors; or


 


(c)                                   any lessee, purchaser or
occupier of the Secured Property,


 


19

















 


including in each case, legal costs and expenses on a full indemnity
basis or solicitor and own client basis, whichever is higher.


 


15.5                         Currency indemnity


 


If a judgment, order or proof of debt in connection with the Secured
Money is expressed in a currency other than the currency in which the Secured
Money is due, then the Chargor indemnifies the Security Trustee and each
Security Beneficiary against:


 


(a)                                   any difference arising from
converting the other currency if the rate of exchange used by the Security
Trustee under clause 5.7 (“Currency Conversion”) for converting the other
currency into the due currency when the Security Trustee receives a payment in
the other currency is less favourable to the Security Trustee than the rate of
exchange used for the purpose of the judgment, order or acceptance of proof of
debt; and


 


(b)                                  the Costs of conversion.


 


The Chargor agrees to pay amounts under this indemnity on demand from
the Security Trustee.


 


15.6                         Acts to be done at Chargor’s cost


 


Anything which the Chargor is required to do under this deed must be
done at the Chargor’s cost.


 


15.7                         Exclusion


 


The amounts referred to in clause 15.1 
(“Costs”) are not payable to the Security Trustee to the extent they are
due to the wilful default or gross negligence of the Security Trustee.  It is not gross negligence or wilful default
of the Security Trustee if duty is not paid in connection with a Finance
Document unless the Chargor instructs the Security Trustee to pay the duty,
places the Security Trustee in cleared funds to make the payment and the
Security Trustee then fails to make the payment.


 


16                                   Application of money


 


16.1                         Application


 


Subject to clauses 16.2 and 16.5 and to the
extent permitted by law, money received in connection with this deed is to be
applied in the manner and order determined in accordance with the terms of the
Security Trust Deed.


 


16.2                         Insurance proceeds


 


If money received in connection with this deed represents proceeds of
an insurance claim, the Security Trustee may use it to reinstate the Secured
Property or carry out work on it.


 


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16.3                         Order of payment


 


The Security Trustee may use money received under this charge and
mortgage towards paying any part of the Secured Money the Security Trustee
chooses, including by paying a later instalment before an earlier
instalment.  This applies even if that
part only falls due after the Security Trustee gives a notice of demand.


 


16.4                         Amount to be credited


 


In an application of money under clause 16.1 (“Application”) a Chargor
is to be credited only with so much of that money as is actually received by
the Security Trustee.  The credit dates
from the time of receipt by the Security Trustee (including, where the Security
Trustee has appointed a Receiver, the date the Receiver pays money to the
Security Trustee).  This provision
applies even if in exercising a power of sale the Security Trustee or a
Receiver transfers the Secured Property of the Chargor and takes an Encumbrance
to secure the unpaid balance of purchase money.


 


16.5                         Contingent payments


 


If the Security Trustee receives money in connection with this deed it
may deposit an amount not exceeding that part in an interest bearing deposit
account on terms which the Security Trustee thinks fit and need not apply it
towards satisfying the Secured Money.


 


17                                   Release


 


The Security Trustee agrees to execute a release of the Secured Property
the charge under this deed at the request of the Chargor on payment of all of
the Secured Money including, Secured Money falling within paragraph (d) of the
definition of Secured Money.


 


18                                   Preservation of Security Trustee’s rights


 


18.1                         Rights and liabilities not affected


 


The liabilities under this deed of the Chargor and the rights under
this deed of the Security Trustee, a Receiver or an attorney appointed under
this deed are not affected by anything which might otherwise affect them at law
or in equity including one or more of the following (whether occurring with or
without the consent of a person):


 


(a)                                   the Security Trustee, a
Security Beneficiary or another person granting time or other indulgence (with
or without the imposition of an additional burden) to, compounding or
compromising with, or wholly or partially releasing the Chargor, a Debtor or
another person in any way;


 


(b)                                  laches, acquiescence, delay,
acts, omissions or mistakes on the part of the Security Trustee, a Security
Beneficiary or another person or any combination of them;


 


21

















 


(c)                                   any variation or novation of a
right of the Security Trustee, a Security Beneficiary or another person, or
material alteration of a document, in respect of the Chargor, a Debtor or
another person, including an increase in the limit of or other variation in
connection with the Secured Money;


 


(d)                                  the transaction of business,
expressly or impliedly, with, for or at the request of the Chargor, a Debtor or
another person;


 


(e)                                   changes which from time to
time may take place in the membership, name or business of a firm, partnership,
committee or association whether by death, retirement, admission or otherwise
whether or not the Chargor, a Debtor or another person was a member;


 


(f)                                     the loss or impairment of a
Collateral Security or a negotiable instrument;


 


(g)                                  an Encumbrance being void,
voidable or unenforceable;


 


(h)                                  a person dealing in any way
with an Encumbrance, guarantee, judgment or negotiable instrument (including
taking, abandoning or releasing (wholly or partially), realising, exchanging,
varying, abstaining from perfecting or taking advantage of it);


 


(i)                                      the death of any person or any
person being or becoming Insolvent;


 


(j)                                      a change in the legal capacity,
rights or obligations of a person;


 


(k)                                   the fact that a person is a
trustee, nominee, joint owner, joint venturer or a member of a partnership,
firm or association;


 


(l)                                      a judgment against the
Chargor, a Debtor or another person;


 


(m)                                the receipt of a dividend
after a person becomes Insolvent or the payment of a sum or sums into the
account of the Chargor, a Debtor or another person at any time (whether
received or paid jointly, jointly and severally or otherwise);


 


(n)                                  any part of the Secured Money being
irrecoverable;


 


(o)                                  an assignment of rights in
connection with the Secured Money;


 


(p)                                  the acceptance of repudiation
or other termination in connection with the Secured Money;


 


(q)                                  the invalidity or
unenforceability of an obligation or liability of a person other than the
Chargor;


 


(r)                                     invalidity or irregularity in
the execution of this deed by the Chargor or any deficiency in the powers of
the Chargor to enter into or observe its obligations under this deed;


 


(s)                                   the opening of a new account
by the Chargor or a Debtor or the operation of a new account;


 


22

















 


(t)                                     any obligation of the Chargor,
a Debtor or any other person being discharged by operation of law or otherwise;
or


 


(u)                                  property secured under an
Encumbrance being forfeited, extinguished, surrendered, resumed or determined.


 


18.2                         No merger with Chargor’s undertaking


 


The Security Trustee’s and each Security Beneficiary’s rights to
payment of the Secured Money arising in any way (including under a negotiable
instrument or another contract with the Chargor or a Debtor) do not merge with
the Chargor’s undertaking to pay the Secured Money under this deed.


 


18.3                         Other Encumbrances or judgments


 


This charge and mortgage does not merge with or adversely affect, and
is not adversely affected by, any of the following:


 


(a)                                   any Encumbrance or other right
or remedy to which the Security Trustee or any Security Beneficiary is
entitled; or


 


(b)                                  a judgment which the Security
Trustee or any Security Beneficiary obtains against the Chargor or a Debtor in
connection with the Secured Money.


 


The Security Trustee and each Security Beneficiary may still exercise
its rights under this charge and mortgage as well as under the judgment, other
Encumbrance or the right or remedy.


 


18.4                         Current obligations


 


The Security Trustee may demand payment of the Secured Money and
exercise its rights, powers and remedies under this deed even if a negotiable
instrument, security, contract or other obligation relating to the Secured
Money is still current or has not fallen due.


 


18.5                         Collateral Security not affected


 


This deed does not affect a Collateral Security or any other right,
power or remedy of the Security Trustee or a Security Beneficiary at law or in
equity.


 


18.6                         Security
Trustee may retain documents


 


Until this deed is released in respect of all of the Secured Property
the Security Trustee may retain all instruments and documents of title
deposited under this deed.


 


18.7                         No
requirement to resort to other Encumbrances


 


Neither the Security Trustee nor any Security Beneficiary need resort
to any other Encumbrance it holds for payment of the Secured Money before it
resorts to this deed.


 


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18.8                         No obligation to inquire


 


A purchaser from or other person dealing with the Security Trustee, a
Security Beneficiary or any Receiver, or any attorney appointed under this deed
or a person to whom is tendered for registration an instrument duly executed by
any of them need not inquire:


 


(a)                                   whether the Secured Money is
in fact owing or payable; or


 


(b)                                  whether default has occurred;
or


 


(c)                                   whether a right, power or
remedy which they have exercised or purported to exercise has been properly
exercised; or


 


(d)                                  whether a Receiver has been
properly appointed; or


 


(e)                                   about any other thing in
connection with the exercise or purported exercise of a right, power or remedy.


 


18.9                         Title not affected by notice


 


The title of any person relying on this clause is not affected by
express or constructive notice of anything in connection with the matters
referred to in clauses 18.8(a) to 18.8(e) (inclusive).


 


18.10                  Liability not affected


 


The liability of the Chargor under this deed is not affected because:


 


(a)                                   any other person who was
intended to become a co-surety or co-indemnifier for payment of the Secured
Money has not done so or has not done so effectively; or


 


(b)                                  a person who is a co-surety or
co-indemnifier for payment of the Secured Money is discharged under an
agreement or under statute or a principle of law or equity.


 


18.11                  Claims that payments are void


 


If a claim is made that all or part of a payment, obligation,
settlement, transaction, conveyance or transfer in connection with the Secured
Money is void or voidable under law relating to Insolvency or the protection of
creditors or for any other reason and the claim is upheld, conceded or
compromised, then:


 


(a)                                   the Security Trustee and each
Security Beneficiary is entitled immediately as against the Chargor to the
rights in respect of the Secured Money to which it would have been entitled if
all or that part of that payment, obligation, settlement, transaction,
conveyance or transfer had not taken place; and


 


(b)                                  promptly on request from the
Security Trustee, the Chargor agrees to do any act and sign any document to
restore to the Security Trustee and each Security Beneficiary any Encumbrance
or guarantee held by it from the Chargor immediately before that payment,
obligation, settlement, transaction, conveyance or transfer.


 


24

















 


19                                   Power of attorney


 


19.1                         Appointment


 


The Chargor irrevocably as security for the payment of the Secured
Money appoints the Security Trustee, each Authorised Officer of the Security
Trustee, and each Receiver severally as its attorney for the purposes specified
in clause 19.2 (“Scope of power”).


 


19.2                         Scope of power


 


Each attorney may at any time while the Security Trustee reasonably
believes a Potential Event of Default, Event of Default or Review Event may be
subsisting:


 


(a)                                   in the name of the Chargor or
the attorney do anything which the Chargor may lawfully authorise an attorney
to do in connection with this deed or the Secured Property or an Authorisation
or which in the attorney’s opinion is necessary or expedient to give effect to
any right, power or remedy conferred on the Security Trustee or a Receiver by
this deed, by law or otherwise (these things may be done in the Chargor’s name
or in the name of any Authorised Officer in its capacity as attorney, and they
include executing deeds and instituting, transferring, selling or leasing the
Secured Property, transferring, selling or surrendering any lease, lodging or
withdrawing caveats, starting, conducting and defending legal proceedings and
dealing with an Authorisation); and


 


(b)                                  delegate its powers
(including, this power of delegation) to any person for any period and may
revoke a delegation; and


 


(c)                                   exercise or concur in
exercising its powers even if the attorney has a conflict of duty in exercising
its powers or has a direct or personal interest in the means or result of that
exercise of powers.


 


19.3                         Ratification


 


The Chargor agrees to ratify anything done by an attorney or its
delegate in respect of it in accordance with clause 19.2 (“Scope of power”).


 


20                                   Priority amount


 


For the purpose only of fixing priorities in accordance with section
282 of the Corporations Act between this charge and mortgage and any other
charge or mortgage given by the Chargor and without affecting any obligation of
the Chargor under this deed, the prospective liabilities secured by this deed
include the prospective liabilities of the nature specified below up to the
maximum amount specified below:


 


Nature of liabilities:


 


(a)                                   the obligations of the Chargor
and each Debtor to pay under each Guarantee and to pay and repay advances,
including under the Finance Documents and pay and repay the Secured Money;


 


25

















 


(b)                                  the obligations of the Chargor
and each Debtor to pay all amounts paid under bank guarantees issued, including
under the Finance Documents and to indemnify against all loss or liability in
respect of them;


 


(c)                                   the obligations of the Chargor
and each Debtor to pay interest, fees, indemnity amounts, costs, expenses and
other amounts payable, including under the Finance Documents;


 


(d)                                  the obligations of the Chargor
and each Debtor to pay money under Hedge Agreements including following any
close-out or termination of any of them;


 


(e)                                   the obligations of the Chargor
and each Debtor to pay or reimburse the Security Trustee and each Security
Beneficiary for any of its Costs, indemnities, increased costs or loss
incurred, including in connection with the Finance Documents, including those
of any attorney or any Receiver or other controller (as defined in the
Corporations Act) appointed under this deed.


 


Maximum amount:                                              A$300,000,000


 


21                                   Notices


 


21.1                         Form


 


Unless expressly stated otherwise in this deed, all notices,
certificates, consents, requests, approvals, waivers and other communications in
connection with this deed must be in writing, signed by an Authorised Officer
of the sender and marked for attention as set out or referred to in the Details
or, if the recipient has notified otherwise, marked for attention in the way
last notified.


 


21.2                         Delivery


 


They must be:


 


(a)                                   left at the address set out or
referred to in the Details; or


 


(b)                                  sent by prepaid post (airmail,
if appropriate) to the address set out or referred to in the Details; or


 


(c)                                   sent by fax to the fax number
set out or referred to in the Details.


 


However, if the intended recipient has notified a changed postal
address or changed fax number, then the communication must be to that address
or number.


 


21.3                         Electronic delivery


 


Despite anything to the contrary in this clause 21, a communication to
or by the Security Trustee:


 


26

















 


(a)                                   may be given by means of a
secure website access to which is restricted to the parties to the Finance
Documents (and, where applicable, their financial and legal advisers)
established by the Security Trustee or other electronic means in a manner and
subject to rules established by the Security Trustee (after having consulted
with the Majority of Financiers) and agreed with the Company; and


 


(b)                                  if so given, will be taken to
be given or made in accordance with this clause 21.


 


21.4                         When effective


 


They take effect from the time they are received unless a later time is
specified in them.


 


21.5                         Deemed receipt - postal


 


If sent by post, they are taken to be received three days after posting
(or seven days after posting if sent to or from a place outside Australia).


 


21.6                         Deemed receipt - fax


 


If sent by fax, they are taken to be received at the time shown in the
transmission report as the time that the whole fax was sent.


 


21.7                         Deemed receipt - general


 


Despite clauses 21.5 and 21.6, if they are received after 5pm in the
place of receipt or on a non-Business Day, they are taken to be received at 9am
on the next Business Day.


 


22                                   Dealing with interests


 


The Chargor may not assign or otherwise deal with its rights under this
deed or allow any interest in it to arise or be varied, in each case, without
the Security Trustee’s consent.


 


23                                   Miscellaneous


 


23.1                         Prompt performance


 


Subject to clause 23.17 (“Time of the essence”):


 


(a)                                   if this deed specifies when
the Chargor agrees to perform an obligation, the Chargor agrees to perform it
by the time specified; and


 


(b)                                  the Chargor agrees to perform
all other obligations promptly.


 


23.2                         Certificates


 


The Security Trustee may give the Chargor a certificate about an amount
payable or other matter in connection with this deed. The certificate is
sufficient evidence of the amount or matter, unless it is proved to be
incorrect.


 


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23.3                         Discretion in exercising rights


 


The Security Trustee, a
Receiver or an attorney appointed under this deed may exercise a right or
remedy or give or refuse its consent under this deed in any way it considers
appropriate (including by imposing conditions).


 


23.4                         Partial exercising
of rights


 


If the Security Trustee does
not exercise a right or remedy under this deed fully or at a given time, the
Security Trustee, a Receiver or an attorney appointed under this deed may still
exercise it later.


 


23.5                         Waiver and variation


 


A provision of or a right
created under this deed may not be waived or varied except in writing signed by
the party or parties to be bound, and in all cases, the Security Trustee.


 


23.6                         Supervening legislation


 


Any present or future legislation
which operates to vary the obligations of the Chargor in connection with this
deed, the Secured Money or the Secured Property with the result that the
Security Trustee’s rights, powers or remedies are adversely affected (including
by way of delay or postponement) is excluded except to the extent that its
exclusion is prohibited or rendered ineffective by law.


 


23.7                         Approvals and consent


 


The Security Trustee, a
Security Beneficiary, a Receiver or an attorney appointed under this deed may
give conditionally or unconditionally or withhold its approval or consent or
make any determination under or for the purposes of this deed in its absolute
discretion, unless this deed expressly provides otherwise.


 


23.8                         Set off


 


At any time after an Event of
Default, the Security Trustee may:


 


(a)                                set off any amount due for payment by the Security Trustee to the
Chargor against any amount due for payment by the Chargor to the Security
Trustee under this deed; and


 


(b)                                apply (without notice) any credit balance in any currency in any
account of the Chargor with the Security Trustee towards satisfaction of any
amount due for payment by the Chargor to the Security Trustee under this deed.


 


The
Chargor authorises the Security Trustee in the name of the Chargor or the Security
Trustee to do anything (including, to execute any document) that is required
for that purpose.


 


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23.9                         Remedies cumulative


 


The rights, powers and remedies
of the Security Trustee or a Receiver under this deed are cumulative with and
not exclusive of the rights, powers or remedies given by law independently of
this deed.


 


23.10                  No liability for loss


 


Neither the Security Trustee
nor a Security Beneficiary nor a Receiver is liable for loss caused by the
exercise or attempted exercise of, failure to exercise, or delay in exercising,
a right or remedy.


 


23.11                  Conflict of interest


 


The Security Trustee’s and any
Receiver’s rights and remedies under this charge and mortgage may be exercised
even if this involves a conflict of duty or the Security Trustee or Receiver
has a personal interest in their exercise.


 


23.12                  Security
Trustee or Receiver in possession


 


If the Security Trustee
exercises any right under this charge and mortgage or at law to enter or take
possession of the Secured Property, it:


 


(a)                                has complete and unfettered discretion as to how the Secured
Property is managed; and


 


(b)                                is liable to account only for rents and profits actually received by
it.


 


The same applies to any
Receiver when acting as agent of the Security Trustee.


 


23.13                  Continuing security


 


This charge and mortgage is a
continuing security despite any intervening payment, settlement or other thing
until the Security Trustee releases the Secured Property from this charge and
mortgage.


 


23.14                  Indemnities


 


Each indemnity in this deed is
a continuing obligation, separate and independent from the other obligations of
the Chargor and survives termination of this deed.  It is not necessary for the Security Trustee or a Security
Beneficiary to incur expense or make payment before enforcing a right of
indemnity conferred by this deed.


 


23.15                  Inconsistent law


 


To the extent permitted by law,
this charge and mortgage prevails to the extent it is inconsistent with any
law.


 


23.16                  Superannuation legislation


 


If the Superannuation Industry
(Supervision) Act 1993 (Cwlth) prohibits the Chargor from charging or
mortgaging any of the Secured Property, this charge and mortgage does not
extend to that Secured Property.


 


29

















 


23.17                  Time of the essence


 


Time is of the essence of this
deed in respect of an obligation of the Chargor to pay money.


 


23.18                  Confidentiality


 


All information provided to the
Security Trustee by the Chargor under this deed is confidential to the Security
Trustee, its employees, legal advisers, tax advisers, auditors and other
consultants and may not be disclosed to any person except:


 


(a)                                with the consent of the Chargor (such consent not to be unreasonably
withheld or delayed); or


 


(b)                                as required by any law or stock exchange; or


 


(c)                                in connection with legal proceedings relating to this deed; or


 


(d)                                if the information is generally and publicly available; or


 


(e)                                to a person considering entering into (or who enters into) a credit
swap with a Security Beneficiary involving credit events relating to the
Chargor, a Debtor or any of their Related Entities; or


 


(f)                                  to a potential assignee, participant or sub-participant of a
Security Beneficiary’s interests under a Finance Document or to any other
person who is considering entering into contractual relations with a Security
Beneficiary in connection with the Finance Documents; or


 


(g)                                as permitted by a Finance Document; or


 


(h)                                to any person if the Security Trustee considers it necessary to do
so in order to exercise its power of sale without contravening the law; or


 


(i)                                    to any Security Beneficiary or a Related Entity of the Security
Trustee or a Security Beneficiary, provided it agrees to act consistently with
this clause 23.18.


 


23.19                  Each signatory bound


 


This
charge and mortgage binds each person who signs as Chargor even if another
person who was intended to sign does not sign it or is not bound by it.


 


23.20                  Receipts


 


The receipt of a Receiver or an
Authorised Officer of the Security Trustee releases the person paying money to
the Receiver or the Security Trustee in connection with this deed from:


 


(a)                                liability to enquire whether the Secured Money has become payable;
and


 


(b)                                liability for the money paid or expressed to be received; and


 


30

















 


(c)                                being concerned to see to its application or being answerable or
accountable for its loss or misapplication.


 


23.21                  Counterparts


 


This deed may consist of a
number of counterparts and the counterparts taken together constitute one and
the same instrument.


 


24                                   Governing law, jurisdiction and service of process


 


24.1                         Governing law


 


This deed is governed by the
law in force in the place specified in the Details.  The Chargor submits to the non-exclusive jurisdiction of the
courts of that place.  The Chargor
waives any right it has to object to an action being brought in those courts,
including by claiming that the action has been brought in an inconvenient forum
or that those courts do not have jurisdiction.


 


24.2                         Serving documents


 


Without preventing any other
method of service, any document in a court action may be served on the Chargor
by being delivered to or left at its address for service of notices under
clause 21.2 (“Delivery”) or, in the case of the Chargor with its Process Agent.


 


24.3                         Appointment
of Process Agent


 


The Chargor irrevocably
appoints the Process Agent as its process agent to receive any document in an
action in connection with this deed.


 


If for any reason the Process
Agent ceases to be able to act as process agent, the Chargor must promptly
appoint another person in the place specified for governing law in the Details
as process agent.


 


The Chargor agrees that the
service of documents on the Process Agent or any other person appointed under
this clause will be sufficient service on it.


 


25                                   Interpretation


 


25.1                         Definitions


 


The following words have these
meanings in this deed unless the contrary intention appears.


 


Account Bank means the bank or financial institution with whom a Bank Account is
from time to time maintained.


 


Bank Accounts means at any time the right, title and interest of the Chargor in
and in connection with the Project Accounts including its right title and
interest in and to:


 


(a)                                repayment of any money in the Project Accounts on the date of this
deed; and


 


31

















 


(b)                                repayment of money which is credited to the Project Accounts after
the date of this deed; and


 


(c)                                interest payable on or after the date of this deed on money credited
to the Project Accounts (whether or not the interest is credited to the Project
Accounts).


 


Capital means the capital and share premiums of the Chargor, called or
uncalled, paid or unpaid.


 


Chargor means the person so described
in the Details.  It includes its
successors and assigns.


 


Collateral Security means a present or future Encumbrance (other than this deed),
guarantee or indemnity given by the Chargor or another person to secure or
otherwise provide for the payment of the Secured Money including the documents
identified in schedule 1.


 


Debtor and Debtors means each of the
Company, Tipperary CSG, Tipperary, Slough USA, TOGC, Tipperary Pastoral and the
Recourse Guarantor.


 


Depositee means any financial
institution or person with whom the Chargor has made or makes a deposit or an
investment. It includes each person with whom a Bank Account is held (including
the Account Bank) or an Authorised Investment is made.


 


Details means the section of this deed headed “Details”.


 


Event of Default has the meaning given in clause 10.1 of this deed.


 


Guarantee means each “Guarantee” as defined
in the Project Facilities Agreement and the document entitled “guarantee” as
more particularly defined in the definition of US Security in the Project
Facilities Agreement.


 


Mortgaged Debt Documents means all the present and future right, title and interest of the
Chargor in, to, under and in connection with:


 


(a)                                   each present and future agreement (whether written or not) between
the Chargor and Tipperary Pastoral, TOGA or TCSG (whether or not there are
other parties to such an agreement) under which an obligation to pay money is
owed by Tipperary Pastoral, TOGA or TCSG to the Chargor; and


 


(b)                                  all present and future instruments (negotiable or otherwise) in
connection with each such agreement referred to in paragraph (a) including all
choses in action existing at the date of this mortgage or which arise after
that time in favour of the Chargor in connection with those agreements.


 


Mortgaged Documents means any and all Mortgaged Property which is a document or
instrument.  It includes all Mortgaged
Property described in paragraphs (a), (b), (c), (d), (e), (f), (h), (i), (j),
(k) and (l) of the definition of Mortgaged Property, as well as the proviso at
the end of the definition of Mortgaged Property. A reference to Mortgaged
Document includes any part of it.


 


32

















 


Mortgaged Interest means:


 


(a)                                   the Mortgaged Debt Documents; and


 


(b)                                  all amounts and all obligations which at any time, for any reason or
circumstance in connection with any agreement, transaction, engagement,
document, instrument (negotiable or otherwise), event, act, omission, matter or
thing whatsoever, whether at law, in equity, under statute or otherwise (and whether
or not of a type within the contemplation of the parties at the date of this
mortgage) are payable, are owing but not currently payable, are contingently
owing, or remain unpaid, as the case may be, by Tipperary Pastoral, TOGA or
TCSG to the Chargor.


 


Mortgaged Property means all the present and future right, title and interest of the
Chargor in, to, under, connected with and derived from:


 


(a)                                   the Project Production Leases, the Project ATPs and the Project
Pipeline Licences, including any title to or interest therein now or at a later
time held by it, including as Operator, and including any title to or interest
therein (now or at a later time) held by it which is legal, beneficial,
equitable or otherwise (including as a result of the Operator holding an
interest in any of Project Production Leases, Project ATPs or Project Pipeline
Licences on trust, whether express, implied, constructive, by operation of law
or otherwise); and


 


(b)                                  the Project Area, including any title to or interest in the land
included in the Project Area now or at a later time held by it, including as
Operator, and including any title to or interest therein (now or at a later
time) held by it which is legal, beneficial, equitable or otherwise (including
as a result of the Operator holding an interest in any of the Project Area
(including any title to or interest in the land included in the Project Area)
on trust, whether express, implied, constructive, by operation of law or
otherwise); and


 


(c)                                   the Project Documents; and


 


(d)                                  every contract for the use by any third party of any of the assets
and property included in the Project; and


 


(e)                                   Authorisations in relation to the Project; and


 


(f)                                     any other contract, document, instrument, agreement, permit, lease,
licence, consent, easement, right of way or other right or interest in land,
which is connected with the Project or to the construction, operation or
maintenance of the Project, or to the extraction, transportation, treatment or
marketing of gas in connection with the Project; and


 


(g)                                  Revenue, the Bank Accounts and the balance of the Bank Accounts from
time to time; and


 


(h)                                  the Mortgaged Interests; and


 


(i)                                      interests in, and arising under, insurance policies (including the
Insurance Policies) and all proceeds of any claim under those policies, which
are connected with the Project; and


 


33

















 


(j)                                      manufacturers’ and contractors’ warranties, and other bonds and
performance guarantees held by or on behalf of the Chargor in connection with the
Project; and


 


(k)                                   each other document or chose in action to which the Chargor is a
party or has the benefit of which is connected with the Project and which is
designated as Mortgaged Property by the Security Trustee by notice in writing
to the Chargor; and


 


(l)                                      all present and future instruments (negotiable or otherwise) in
connection with the above, including all choses in action existing at the date
of this deed or which arise after that time in favour of the Chargor in
connection with the above,


 


including
whether that right, title or interest is legal, beneficial, equitable or
otherwise (including as a result of the Operator holding an interest in any of
the above on trust (whether express, implied, constructive, by operation of law
or otherwise) for the Chargor and including any right, title or interest in any
of the above the Chargor holds on trust (whether express, implied,
constructive, by operation of law or otherwise) (including, for example,
because it is the Operator).


 


A
reference to Mortgaged Property includes any part of it.


 


Petroleum Act means the Petroleum Act
1923 (Qld).


 


Process Agent has the meaning given in
the Project Facilities Agreement.


 


Project Facilities
Agreement means the agreement named “Comet
Ridge Project Facilities Agreement” dated on or about the date of this deed
between the Chargor, the Security Trustee and others.


 


Receiver means a person or persons appointed under or by virtue of this deed
as receiver or receiver and manager.


 


Secured Money means all amounts which:


 


at any time;


 


for any reason
or circumstance in connection with any agreement, transaction, engagement,
document, instrument (whether negotiable or not), event, act, omission, matter
or thing whatsoever;


 


whether at law, in equity, under statute or
otherwise;


 


and whether or not of a type within the
contemplation of the parties at the date of this deed:


 


(a)                                are payable, are owing but not currently payable, are contingently
owing, or remain unpaid, by the Chargor or a Debtor to a Security Beneficiary;
or


 


(b)                                have been advanced or paid by a Security Beneficiary:


 


34

















 


(i)                                    at the express or implied request of the Chargor or a Debtor; or


 


(ii)                                 on behalf of the Chargor or a Debtor; or


 


(c)                                a Security Beneficiary is liable to pay by reason of any act or
omission of the Chargor or a Debtor or has paid or advanced in the protection
or maintenance of the Secured Property or the security interest created by this
deed following an act or omission by the Chargor or a Debtor; or


 


(d)                                are reasonably foreseeable as likely, after that time, to fall
within any of paragraphs (a), (b) or (c) above.


 


A reference to Secured Money includes any
part of it.


 


This definition applies:


 


(i)                                    irrespective of the capacity in which the Chargor, or a Debtor or a
Security Beneficiary became entitled to, or is liable in respect of, the amount
concerned;


 


(ii)                                 whether the Chargor, or a Debtor or a Security Beneficiary is liable
as principal debtor or surety or otherwise;


 


(iii)                              whether the Chargor or a Debtor or a Security Beneficiary is liable
alone, or jointly, or jointly and severally with another person;


 


(iv)                             whether a Security Beneficiary is the original obligee or an
assignee of the Secured Money and whether or not:


 


(A)                                the assignment took place before or after the delivery of this deed;
or


 


(B)                                  the Chargor or a Debtor consented to or was aware of the assignment;
or


 


(C)                                  the assigned obligation was secured;


 


(v)                                whether a Security Beneficiary is the original chargee or mortgagee
or an assignee of the original chargee or mortgagee and whether or not the
Chargor or a Debtor consented to or was aware of the assignment or any of the
Secured Money was previously unsecured; or


 


(vi)                             if the Chargor or a Debtor is a trustee, whether or not it has a right
of indemnity from the trust fund.


 


Secured Property means  all the right, title and interest
both present and future of the Chargor in and to all property and undertaking
in, to, under, connected with and derived from the Project including all the
right, title and interest both present and future of the Chargor in, to, under,
connected with and derived from:


 


35

















 


(a)                                   the Project Production Leases, the Project ATPs and the Project
Pipeline Licences, including any title to or interest therein now or at a later
time held by it, including as Operator, and including any title to or interest
therein (now or at a later time) held by it which is legal, beneficial,
equitable or otherwise (including as a result of the Operator holding an
interest in any of the Project Production Leases, Project ATPs or Project
Pipeline Licences on trust, whether express, implied, constructive, by
operation of law or otherwise); and


 


(b)                                  the Project Area, including any title to or interest in the land
included in the Project Area now or at a later time held by it, including as
Operator, and including any title to or interest therein (now or at a later
time) held by it which is legal, beneficial, equitable or otherwise (including
as a result of the Operator holding an interest in any of the Project Area
(including any title to or interest in the land included in the Project Area)
on trust, whether express, implied, constructive, by operation of law or
otherwise); and


 


(c)                                   the Project Documents; and


 


(d)                                  every contract for the use by any third party of any of the assets
and property included in the Project; and


 


(e)                                   Authorisations in relation to the Project; and


 


(f)                                     any other contract, document, instrument, agreement, permit, lease,
licence, consent, easement, right of way or other right or interest in land,
which is connected with the Project or to the construction, operation or
maintenance of the Project, or to the extraction, transportation, treatment or
marketing of gas in connection with the Project; and


 


(g)                                  Revenue, the Bank Accounts and the balance of the Bank Accounts from
time to time; and


 


(h)                                  the Mortgaged Interests; and


 


(i)                                      gas extracted from the Project Area; and


 


(j)                                      (in so far as they are connected with the Project) all pipelines,
buildings, improvements, structures, systems, fixtures, plant, machinery, tools
and other personal property at any time acquired, leased or held and used or
intended for use in connection with or incidental to the extraction and
treating of gas, and all associated facilities and infrastructure; and


 


(k)                                   interests in, and arising under, insurance policies (including the
Insurance Policies) and all proceeds of any claim under those policies, which
are connected with the Project; and


 


(l)                                      manufacturers’ and contractors’ warranties, and other bonds and
performance guarantees held by or on behalf of the Chargor in connection with
the Project; and


 


(m)                                all exploration and production information, documents, maps,
reports, records, studies and other written data, including all data stored on
magnetic tapes, disks or diskettes or any other computer storage media,


 


36

















 


relating to
geological and geophysical work, feasibility studies and other operations
conducted with respect to the Project Area; and


 


(n)                                  each other asset (of what ever kind) of the Chargor or which the
Chargor has the benefit of which is connected with the Project and which is
designated as Secured Property by the Security Trustee by notice in writing to
the Chargor; and


 


(o)                                  all present and future instruments (negotiable or otherwise) in
connection with the above, including all choses in action existing at the date
of this deed or which arise after that time in favour of the Chargor in
connection with the above,


 


including whether that right, title or interest is legal, beneficial,
equitable or otherwise (including as a result of the Operator holding an
interest in any of the above on trust (whether express, implied, constructive,
by operation of law or otherwise) for the Chargor and including any right,
title or interest in any of the above the Chargor holds on trust (whether
express, implied, constructive, by operation of law or otherwise) (including,
for example, because it is the Operator).


 


It includes
the Mortgaged Property.


 


A
reference to Secured Property includes any part of it.


 


Security Beneficiary has the meaning it has in the Security Trust
Deed. It includes the Security Trustee (for its own account or for the account
of another Security Beneficiary).


 


Security Trust Deed has the meaning given in the Project
Facilities Agreement.


 


Security Trustee means the
person or persons so described in the Details and includes their successors and
assigns.


 


Taxes means taxes, levies,
imposts, deductions, charges, withholdings and duties imposed by any authority
(including, stamp and transaction duties), (together with any related interest,
penalties, fines and expenses in connection with them), except if imposed on
the overall net income of a Security Beneficiary.


 


Third Party means each person other than the Chargor who is a party to or has
obligations in connection with any Mortgaged Document.


 


Works  means building work, excavation or earthworks on the Secured
Property, work demolishing, removing or altering any part of the Secured
Property, or any building or development work required by an authority in
connection with the Secured Property.


 


25.2                         Interpretation


 


In this deed unless the
contrary intention appears:


 


(a)                                a reference to this deed or another instrument includes any
variation or replacement of any of them;


 


37

















 


(b)                                a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them;


 


(c)                                law means common law, principles of equity, and laws made by
parliament (and laws made by parliament include State, Territory, Commonwealth
and United States State and Federal laws and regulations and other instruments
under them, and consolidations, amendments, re-enactments or replacements of
any of them);


 


(d)                                the singular includes the plural and vice versa;


 


(e)                                the word “person” includes a firm, a body corporate, an
unincorporated association or an authority;


 


(f)                                  a reference to a person includes a reference to the person’s
executors, administrators, successors, substitutes (including persons taking by
novation) and assigns;


 


(g)                                a group of persons is a reference to any two or more of them jointly
and each of them individually;


 


(h)                                a reference to an accounting term is to be interpreted in accordance
with accounting standards under the Corporations Act and, if not inconsistent
with those accounting standards, generally accepted principles and practices in
Australia consistently applied by a body corporate or as between bodies
corporate and over time;


 


(i)                                    a reference to any thing (including the Secured Money, any other
amount, the Mortgaged Property and the Secured Property) is a reference to the
whole and each part of it and a reference to a group of persons is a reference
to all of them collectively, to any two or more of them collectively and to
each of them individually;


 


(j)                                    an Event of Default, Potential Event of Default or Review Event subsists
until it has been remedied to the satisfaction of the Security Trustee or
waived in writing by the Security Trustee;


 


(k)                                Australian dollars, dollars $ or A$ is a reference to the lawful
currency of Australia;


 


(l)                                    the words “including”, “for example” or “such as” when introducing
an example, do not limit the meaning of the words to which the example relates
to that example or examples of a similar kind;


 


(m)                            the Corporations Act is a reference to the Corporations Act 2001
(Cwlth).


 


25.3                         Headings


 


Headings (including those in
brackets at the beginning of paragraphs) are inserted for convenience and do
not affect the interpretation of this deed.


 


38

















 


25.4                         Cross-referred
definitions


 


A term which has a defined
meaning in (or by reference to another document in) the Security Trust Deed has
the same meaning when used in this deed unless it is expressly defined in this
deed when the meaning given to the term in this deed prevails.


 


25.5                         Payment of
all the Secured Money


 


For the purposes of clauses 2.4
(“Agreement
to reassign”) and 17 (“Release”), a reference to
“payment of all the Secured Money” means when both:


 


(a)                                the Secured Money has been fully and finally repaid (and the
Security Beneficiaries have ceased to have any commitments (including under any
Hedge Agreements)); and


 


(b)                                the Security Trustee is satisfied that no transaction (including any
payment) in connection with this deed or the Secured Money is capable of being
avoided, restored or adjusted in a liquidation, compulsory or official
management or similar process or under any law relating to Insolvency.


 


25.6                         Capacity of
Security Trustee


 


The
Security Trustee enters into this deed solely in its capacity as security
trustee under the Security Trust Deed and the other parties to this deed
acknowledge and agree that:


 


(a)                                the Security Trustee holds the benefit of this deed for the Security
Beneficiaries on the terms of the Security Trust Deed and the Project
Facilities Agreement;


 


(b)                                the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement;


 


(c)                                any rights which a party may have against the Security Trustee under
or in respect of this deed are not against the Security Trustee personally but
against the Security Trustee solely in its capacity as trustee of the trust
established under the Security Trust Deed; and


 


(d)                                the Security Trustee may not be called on and is not liable to
satisfy any obligation or liability under or in connection with this deed
except to the extent to which the Security Trustee is entitled to be
indemnified out of the assets of the trust established under the Security Trust
Deed provided that this paragraph (d) does not apply to any obligation or
liability of the Security Trustee to the extent that it is not satisfied
because under the Project Facilities Agreement or by operation of law there is
a reduction in the extent of the Security Trustee’s indemnification or
exoneration out of the assets of the trust established under the Security Trust
Deed as a result of the Security Trustee’s fraud, gross negligence or wilful
default.


 


 


EXECUTED as
a deed.


 


39

















 


Schedule 1 - Collateral Security


 


Item
1  - (clause
26.1 - definition of “Collateral Security”)


 


Specifically identified Collateral Security:


 


(a)                                   the Security.


 


40

















 


Schedule 2 - (Clause 6.2) Notice of assignment - Bank
Accounts


 


 


	
  To:

  	
   

  	
  [ACCOUNT BANK]

  
	
   

  	
   

  	
  [Address]

  



 


Comet Ridge Project -
Project Accounts


 


We refer to:


 


the Comet Ridge Project Facilities Agreement
dated
[              ]
between ourselves as Chargor, [name of Agent] (as Agent and as a Financier) and others
(a copy of which you have received).


 


Terms having a defined meaning in (or by
reference to another documents in) the Comet Ridge Project Facilities Agreement
or the charge and mortgage referred to below have the same meaning when used in
this notice unless defined in this notice..


 


WE GIVE YOU NOTICE:


 


1.                                      that by a charge and mortgage pursuant to a TC Deed of Security
dated [        ] and made between [insert name
of Chargor] (“Chargor”) and [name of Security Trustee](“Security
Trustee”) (“Charge  and  Mortgage”), the Chargor has charged and
assigned to the Security Trustee as security for the payment of certain money
to the Security Trustee and others all of the Chargor’s right, title and
interest in connection with the Project Accounts including, without limitation
its right, title and interest in and to:


 


(a)                                   repayment of any
amount in the Project Accounts on the date of the charge and mortgage; and


 


(b)                                  repayment of any and
all moneys credited to the Project Accounts on or after the date of the Charge
and Mortgage; and


 


(c)                                   interest payable on
or after the date of the Charge and Mortgage on money credited to the Project
Accounts (whether or not the interest is credited to the Project Accounts).


 


2.                                      that the signatories to the Project Accounts are
[              ]
and
[                 ]  We have, however, agreed with the Security
Trustee that, in certain circumstances, the Security Trustee may give you a
notice which states that the Project Accounts may be operated only by
[              ]
as the person representing the Security Trustee.  If you receive such a notice from the Security Trustee you are
instructed by us to act in accordance with the notice without reference to us
and you need not enquire whether the Security Trustee is in fact entitled to
give such a notice.


 


41

















 


3.                                      that the instructions contained in this notice cannot be revoked or
varied by us except with written consent to that effect from the Security
Trustee.


 


A reference to “Security Trustee” includes a reference to any
successor, or assignee of the Security Trustee, including without limitation,
as may be notified to you.


 


The Security Trustee enters into this notice
solely in its capacity as Security Trustee under the Security Trust Deed and
the other parties to this notice acknowledge and agree:


 


•                                           the Security Trustee holds the benefit of this notice for the
Security Beneficiaries on the terms of the Security Trust Deed and the Project
Facilities Agreement (or other Relevant Agreement);


 


•                                           the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement (or other Relevant
Agreement); and


 


•                                           the
Security Trustee has no obligations or liabilities under or in connection with
this notice.


 


	
  For

  
	
  [Insert
  name of Chargor]

  
	
   

  
	
   

  	
   

  
	
  Dated

  
	
   

  
	
   

  
	
  The terms of the notice set out above are
  confirmed by the Security Trustee.

  
	
   

  
	
  For

  
	
  [name of Security Trustee]

  
	
   

  
	
   

  	
   

  
	
  Dated

  
			



 


 


TO:                         [name of Security Trustee]


 


We acknowledge receipt of the notice set out
above and consent to the Charge and Mortgage and to the account operating
procedures.  We have received no notice
of any right, title or interest in connection with the Project Accounts, other
than the interests of the Chargor and the Security Trustee as contemplated by
this notice. The Charge and Mortgage ranks in priority to any set off or right
to combine or consolidate accounts which we may claim over the Project
Accounts.


 


	
  For

  
	
  [ACCOUNT BANK]

  
	
   

  
	
   

  	
   

  
	
  Dated]

  



 


42

















 


Schedule 3 - (Clause 6.4) Notice of Assignment - Mortgaged
Documents


 


 


To:                              [Third
Party]


 


[Name of Chargor] [Description of Mortgaged Document/]
-

(“Mortgaged Document”)


 


We refer to
the Mortgaged Document. Terms having a defined meaning in (or by reference to
another document in) the Mortgage (defined below) have the same meaning when
used in this notice unless defined in this notice.


 


WE GIVE YOU NOTICE THAT:


 


1.                                      by a TC Deed of Security (“Mortgage”) dated
[      ] and made by us in favour of [name of Security Trustee] (“Security
Trustee”), we have charged and assigned to the Security Trustee as
security for the payment of certain money our right, title and interest in, to
and under the Mortgaged Document;


 


2.                                      you must promptly notify the Security Trustee of any default by us
in the observance of our obligations under the Mortgaged Document of which you
become aware and of any other event you become aware of which entitles or
which, with the giving of notice, lapse of time or fulfilment of any other
condition, would entitle you to exercise your rights under the Mortgaged
Document to terminate the Mortgaged Document or to claim damages under the
document or to rescind or accept a repudiation by us of the Mortgaged Document;


 


3.                                      the instructions contained in this notice cannot be revoked or
varied by us except with written consent to that effect from the Security
Trustee.


 


A reference to “Security Trustee” includes a reference to any
successor, or assignee of the Security Trustee, including without limitation as
may be notified to you.


 


The Security Trustee enters into this notice
solely in its capacity as Security Trustee under the Security Trust Deed and
the other parties to this notice acknowledge and agree:


 


•                                           the Security Trustee holds the benefit of this notice for the
Security Beneficiaries on the terms of the Security Trust Deed and the Project
Facilities Agreement (or other Relevant Agreement);


 


•                                           the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement (or other Relevant
Agreement); and


 


•                                           the
Security Trustee has no obligations or liabilities under or in connection with
this notice.


 


43

















 


For


[Insert name of Chargor]


	
   

  
	
   

  	
   

  
	
  Dated

  
	
   

  
	
  The terms of the notice set out above are
  confirmed by the Security Trustee.

  
	
   

  
	
  For

  
	
  [name of Security Trustee]

  
	
   

  
	
   

  	
   

  
	
  Dated

  



 


 


TO:                         [name of Security Trustee]


 


We acknowledge receipt of the notice set out
above and consent to the Mortgage and to the instructions contained in this
notice.  We have received no notice of
any right, title or interest in connection with the Mortgaged Document, other
than the interests of the Security Trustee as contemplated by this notice.


 


	
  For

  
	
  [Third Party]

  
	
   

  
	
   

  	
   

  
	
  Dated

  



 


44

















 


Signing page


 


 


	
  DATED:

  	
  9 June

  	
   2004

  



 


 


Chargor


 


	
  SIGNED, SEALED AND

  DELIVERED by

  	
   

  	
  )

  )

  	
   

  
	
  DAVID BRADSHAW

  	
   

  	
  )

  	
   

  
	
  as attorney for TIPPERARY

  CORPORATION under power of

  attorney dated 1 June 2004

  	
   

  	
  )

  )

  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  /s/ D. Padmore

  	
   

  	
  )

  	
  /s/ David L. Bradshaw

  
	
  Signature of witness

  	
   

  	
  )

  )

  	
  By executing this deed the attorney states that the attorney has
  received no notice of revocation of the power of attorney

  
	
  Deanne Elizabeth Padmore

  	
   

  	
  )

  	
   

  
	
  Name of witness (block letters)

  	
   

  	
  )

  	
   

  



 


 


Security Trustee


 


	
  SIGNED, SEALED AND

  DELIVERED by LEE SUTTON

  	
   

  	
  )

  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  as attorney for ANZ FIDUCIARY

  SERVICES PTY LIMITED

  under power of attorney

  dated 8 June 2004

  in the presence of:

  	
   

  	
  )

  )

  )

  )

  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  /s/ D. MACFARLANE

  	
   

  	
  )

  	
  /s/ Lee Sutton

  
	
  Signature of witness

  	
   

  	
  )

  )

  	
  By executing this deed the attorney states that the attorney has
  received no notice of revocation of the power of attorney

  
	
  DUNCAN MACFARLANE

  	
   

  	
  )

  	
   

  
	
  Name of witness (block letters)

  	
   

  	
  )

  	
   

  



 


45